BB&T CORPORATION. 18,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Series G Non-Cumulative Perpetual Preferred Stock

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1 PROSPECTUS SUPPLEMENT (To Prospectus dated July 13, 2011) BB&T CORPORATION 18,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Series G Non-Cumulative Perpetual Preferred Stock BB&T Corporation is offering 18,000,000 depositary shares, each representing a 1/1,000th ownership interest in a share of Series G Non-Cumulative Perpetual Preferred Stock, $5.00 par value per share, with a liquidation preference of $25,000 per share (equivalent to $25 per depositary share) (the Series G Preferred Stock ). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series G Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through Computershare Trust Company, N.A. and Computershare Inc., jointly as the depositary for the shares of Series G Preferred Stock. Dividends on the Series G Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the 1st day of March, June, September and December of each year, commencing on June 1, 2013, at a rate per annum equal to 5.200%. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series G Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series G Preferred Stock are declared for any future dividend period. The Series G Preferred Stock may be redeemed at our option in whole, or in part, on or after June 1, 2018 at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series G Preferred Stock also may be redeemed at our option in whole, but not in part, prior to June 1, 2018 upon the occurrence of a regulatory capital treatment event, as described herein, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series G Preferred Stock will not have any voting rights, except as set forth under Description of Series G Preferred Stock Voting Rights on page S-27. We intend to apply to list the depositary shares on the New York Stock Exchange ( NYSE ) under the symbol BBT PrG. If the application is approved, we expect trading of the depositary shares on the NYSE to begin within the 30-day period after the initial delivery of the depositary shares. The depositary shares are equity securities and will not be savings accounts, deposits or other obligations of any bank or non-bank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation, or FDIC, or any other government agency. Investing in the depositary shares involves risks. Potential purchasers of the depositary shares should consider the information set forth in the Risk Factors section beginning on page S-10 of this prospectus supplement. None of the Securities and Exchange Commission, any state securities commission, FDIC, or any other regulatory body has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Underwriting Price to Public Discounts and Commissions (1) Proceeds to Us (Before Expenses) (2) Per depositary share... $ $ $ Total... $450,000,000 $ 12,408,560 $ 437,591,440 (1) Reflects 3,286,400 depositary shares sold to institutional investors, for which the underwriters received an underwriting discount of $ per share, and 14,713,600 depositary shares sold to retail investors, for which the underwriters received an underwriting discount of $ per share. (2) Assumes no exercise of the underwriters over-allotment option described below. The underwriters are offering the depositary shares as set forth under Underwriting (Conflicts of Interest). Delivery of the depositary shares in book-entry form through The Depository Trust Company ( DTC ) for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ( Euroclear ), and Clearstream Banking, société anonyme ( Clearstream ), is expected to be made on or about May 1, We have granted the underwriters an option to purchase up to an additional 2,000,000 depositary shares within 30 days after the date of this prospectus supplement at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any. Because our affiliate, BB&T Capital Markets, a division of BB&T Securities, LLC, may be participating in sales of the depositary shares, the offering is being conducted in compliance with Financial Industry Regulatory Authority ( FINRA ) Rule 5121, as administered by FINRA. Joint Book-Running Managers BofA Merrill Lynch BB&T Capital Markets Deutsche Bank Securities Morgan Stanley UBS Investment Bank Wells Fargo Securities Co-Managers Keefe, Bruyette & Woods A Stifel Company Raymond James RBC Capital Markets Prospectus Supplement dated April 24, 2013

2 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page SUMMARY S-1 THE OFFERING S-5 RISK FACTORS S-10 FORWARD-LOOKING STATEMENTS S-15 USE OF PROCEEDS S-16 CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS S-16 DESCRIPTION OF CAPITAL STOCK S-17 DESCRIPTION OF SERIES G PREFERRED STOCK S-23 DESCRIPTION OF DEPOSITARY SHARES S-29 BOOK-ENTRY ISSUANCE S-31 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS S-34 UNDERWRITING (CONFLICTS OF INTEREST) S-38 LEGAL MATTERS S-44 EXPERTS S-44 PROSPECTUS ABOUT THIS PROSPECTUS 2 FORWARD-LOOKING STATEMENTS 2 WHERE YOU CAN FIND MORE INFORMATION 3 CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES 4 USE OF PROCEEDS 5 VALIDITY OF SECURITIES 5 EXPERTS 5 Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representation not contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus. Neither we nor the underwriters take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you. We are offering to sell these securities and seeking offers to buy these securities only in jurisdictions where offers and sales are permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement and the accompanying prospectus to BB&T, we, us, our or similar references mean BB&T Corporation. i

3 SUMMARY The following information should be read together with the information contained or incorporated by reference in this prospectus supplement and in the accompanying prospectus. It may not contain all the information that is important to you. You should carefully read this entire prospectus supplement and the accompanying prospectus to understand fully the terms of the depositary shares, as well as the tax and other considerations that are important to you in making a decision about whether to invest in the depositary shares. To the extent the information in this prospectus supplement is inconsistent with the information in the accompanying prospectus, you should rely on the information in this prospectus supplement. You should pay special attention to the Risk Factors section of this prospectus supplement to determine whether an investment in the depositary shares is appropriate for you. About BB&T Corporation We are a financial holding company organized under the laws of North Carolina and headquartered in Winston-Salem, North Carolina. We conduct our business operations primarily through our principal bank subsidiary, Branch Banking and Trust Company ( Branch Bank ), which has offices in North Carolina, Virginia, Florida, Georgia, Maryland, South Carolina, Alabama, West Virginia, Kentucky, Tennessee, Texas, Washington D.C. and Indiana. In addition, our operations consist of several nonbank subsidiaries that offer various financial services products. Our principal assets are all of the issued and outstanding shares of common stock of Branch Bank and investments in our other subsidiaries. As of March 31, 2013, we had consolidated total assets of $180.8 billion, consolidated loans and leases of $117.6 billion, consolidated deposits of $131.4 billion and consolidated shareholders equity of $21.2 billion. Branch Bank provides a wide range of banking services to individuals and businesses, and offers a variety of loans to businesses and consumers. Such loans are made primarily to individuals residing in the market areas described above or to businesses located within our geographic footprint. Branch Bank also markets a wide range of deposit services to individuals, businesses and public entities. Branch Bank offers, either directly, or through its subsidiaries, lease financing to businesses and municipal governments; factoring; discount brokerage services, annuities and mutual funds; life insurance, property and casualty insurance, health insurance and commercial general liability insurance on an agency basis and through a wholesale insurance brokerage operation; insurance premium financing; permanent financing arrangements for commercial real estate; loan servicing for third-party investors; direct consumer finance loans to individuals; trust and comprehensive wealth advisory services and association services. Our direct nonbank subsidiaries provide a variety of financial services including credit card lending, automobile lending, equipment financing, full-service securities brokerage, asset management and capital markets services. Our common stock is traded on the NYSE under the symbol BBT. Our executive offices are located at 200 West Second Street, Winston-Salem, North Carolina 27101, and our telephone number is (336) We refer you to the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, as described in the section Where You Can Find More Information in the accompanying prospectus, for more information about us and our businesses. Recent Developments First Quarter 2013 Financial Results On April 18, 2013, we reported earnings for the first quarter of Outlined below is a summary of those results. We expect to file our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 with the Securities and Exchange Commission (the SEC ) on or before May 3, 2013, which will contain more S-1

4 detailed information than is included below. Our first quarter 2013 consolidated financial results below should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference herein. Earnings Overview Consolidated net income available to common shareholders for the first quarter of 2013 was $210 million, down 51.3% compared to $431 million earned during the same period in On a diluted per common share basis, earnings for the first quarter of 2013 were $0.29, down 52.5% compared to $0.61 for the same period in BB&T s results of operations for the first quarter of 2013 produced an annualized return on average assets of 0.57% and an annualized return on average common shareholders equity of 4.44% compared to prior year ratios of 1.03% and 9.75%, respectively. As previously announced, financial results for the first quarter of 2013 were negatively impacted by a $281 million adjustment to the provision for income taxes. This occurred following a February 11, 2013 opinion by the U.S. Tax Court with respect to a case between the Bank of New York Mellon and the Internal Revenue Service (the IRS ) involving a transaction with a structure similar to a financing transaction entered into by BB&T in BB&T is currently in litigation with the IRS and no decision has been rendered by the court. Total revenues were $2.5 billion for the first quarter of 2013, an increase of $116 million compared to the first quarter of The increase in total revenues included a $130 million increase in noninterest income, partially offset by a $14 million decrease in taxable-equivalent net interest income. The decrease in taxableequivalent net interest income reflects an $84 million decrease in interest income, primarily driven by lower yields on new loans and securities, which is reflective of the low interest rate environment, and covered loan runoff, partially offset by a $70 million decrease in funding costs compared to the same quarter of the prior year. Net interest margin was 3.76%, down 17 basis points compared to the first quarter of The increase in noninterest income includes a $94 million increase in insurance income, a $32 million increase in net securities gains, and a $26 million increase in other income, partially offset by a $36 million decrease in mortgage banking income. The increase in insurance income included approximately $78 million as a result of the acquisition of the life and property and casualty insurance operating divisions of Crump Group Inc. ( Crump Insurance ) on April 2, 2012, with the remaining increase largely attributable to firming market conditions for insurance premiums. Net securities gains for the first quarter of 2013 totaled $23 million compared to a net securities loss of $9 million in the first quarter of the prior year. The increase in other income was primarily due to $42 million of write-downs on affordable housing investments that were recorded in the first quarter of the prior year. The $36 million decrease in mortgage banking income was largely the result of a $30 million decrease in mortgage servicing rights valuation adjustments. The provision for credit losses, excluding covered loans, declined $38 million, or 13.3%, compared to the first quarter of 2012, as improving credit quality resulted in lower provision expense. Net charge-offs, excluding covered loans, for the first quarter of 2013 were $62 million lower than the first quarter of Noninterest expense was $1.4 billion for the first quarter of 2013, an increase of $29 million, or 2.1%, compared to the first quarter of Personnel and occupancy and equipment expense increased $87 million and $18 million, respectively, which were primarily due to the acquisitions of Crump Insurance and BankAtlantic during These increases were partially offset by a $74 million decrease in foreclosed property expense, which was the result of lower write-downs, losses and carrying costs associated with foreclosed property. The provision for income taxes was $481 million for the first quarter of 2013, compared to $189 million for the first quarter of The effective tax rate for the first quarter of 2013 was 65.3%, compared to 29.8% for the prior year s first quarter. The increase in the effective tax rate was primarily due to the $281 million S-2

5 adjustment to the income tax provision described previously, partially offset by the effect of $16 million in tax expense recorded in the first quarter of 2012 related to changes in the treatment of certain credits related to affordable housing partnership investments. Balance Sheet Overview Average loans held for investment for the first quarter of 2013 totaled $113.2 billion, up $5.7 billion, or 5.3%, compared to the corresponding period of The increase in average loans and leases was broad-based with notable growth in the residential mortgage, commercial and industrial, direct retail and other lending subsidiaries portfolios. The increase in average loans and leases was partially offset by continued runoff in the commercial real estate residential ADC and covered loan portfolios. Average total commercial loans increased $1.9 billion, or 3.9%, compared to the first quarter of 2012, primarily due to commercial and industrial loans which experienced geographic expansion and broadened industry sector expertise in middle-market corporate lending, as well as growth in asset-based and mortgage warehouse lending, partially offset by declines in residential ADC as a result of continued weakness in residential real estate development. Average residential mortgage loans increased $2.6 billion, or 12.2%, compared to the first quarter of 2012, which reflects growth from management s previous strategy of retaining a higher portion of residential mortgage production in the held for investment portfolio. This strategy was modified late in the second quarter of 2012, after which the majority of mortgage production has been directed to the held for sale portfolio. Growth in the average residential mortgage loan portfolio was also impacted by the acquisition of BankAtlantic in the third quarter of Average direct retail loans were up $1.0 billion, or 7.1%, as a result of growth in home equity loans and non-real estate loans generated through the wealth and small business lending channels. Average loans in other lending subsidiaries were up $1.3 billion, or 15.2%, compared to the first quarter of 2012, based on strong growth from small ticket consumer finance, equipment finance and insurance premium financing, which totaled 43.3%, 19.7%, and 9.5%, respectively. Average deposits for the first quarter of 2013 increased $5.8 billion, or 4.7%, compared to the same period of The mix of the portfolio has continued to improve with growth of $6.3 billion and $3.2 billion in noninterest-bearing and lower-cost interest-checking, money market and savings accounts, respectively, and a decrease in certificates and other time deposits totaling $4.0 billion. Average noninterest-bearing accounts represented 24.9% of total average deposits for the first quarter of 2013, compared to 21.0% for the first quarter of The growth in noninterest-bearing deposits was led by commercial accounts, which increased by $3.8 billion compared to the same quarter of the prior year, while noninterest-bearing retail and public funds accounts each grew by $1.2 billion. The increase in interest checking and money market and savings accounts was driven by increases in retail and commercial accounts of $4.8 billion and $930 million, respectively, while public funds accounts decreased by $2.5 billion. The cost of interest-bearing deposits was 0.36% for the first quarter of 2013, a decrease of 13 basis points compared to the same period of Asset Quality Nonperforming assets, excluding covered foreclosed real estate, decreased $123 million compared to December 31, 2012, due to declines of $97 million in nonperforming loans and $26 million in foreclosed real estate and other foreclosed property. Nonperforming assets have declined 42.3% since December 31, 2011, and are at the lowest level since the second quarter of S-3

6 Dividends and Capital BB&T s capital levels remained strong at March 31, BB&T declared total common dividends of $0.23 during the first quarter of 2013, which resulted in a dividend payout ratio of 77%. S-4

7 THE OFFERING Issuer Securities offered BB&T Corporation 18,000,000 depositary shares (20,000,000 depositary shares if the underwriters exercise in full their over-allotment option to purchase additional depositary shares), each representing a 1/1,000th ownership interest in a share of Series G Preferred Stock. Each holder of a depositary share will be entitled, through the depositary, in proportion to the applicable fraction of a share of Series G Preferred Stock represented by such depositary share, to all the rights and preferences of the Series G Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). We may, from time to time, elect to issue additional depositary shares representing shares of the Series G Preferred Stock and all additional shares would be deemed to form a single series with the Series G Preferred Stock. Ranking Dividends Shares of the Series G Preferred Stock will rank senior to our common stock, equally with our Series D Non-Cumulative Perpetual Preferred Stock (the Series D Preferred Stock ), Series E Non- Cumulative Perpetual Preferred Stock (the Series E Preferred Stock ) and Series F Non-Cumulative Perpetual Preferred Stock (the Series F Preferred Stock ) and at least equally with each other series of our preferred stock we may issue (except for any senior series that may be issued with the requisite consent of the holders of the Series G Preferred Stock and all other parity stock), with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up. See Description of Capital Stock Preferred Stock for a discussion of the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock. We will generally be able to pay dividends and distributions upon liquidation, dissolution or winding up only out of lawfully available assets for such payment (i.e., after taking account of all indebtedness and other non-equity claims). Dividends on the Series G Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the 1st day of March, June, September and December of each year, commencing on June 1, 2013, at a rate per annum equal to 5.200%; provided, dividends not declared with respect to any dividend period shall not be cumulative. Any dividends paid will be distributed to holders of depositary shares in the manner described under Description of Depositary Shares Dividends and Other Distributions below. Dividends will be payable to holders of record of Series G Preferred Stock as they appear on our books on the applicable record date, which shall be the 15th calendar day before the applicable dividend S-5

8 payment date, or such other record date, not exceeding 30 days before the applicable dividend payment date, as shall be fixed by the board of directors or any duly authorized committee of the board. The corresponding record dates for the depositary shares will be the same as the record dates for the Series G Preferred Stock. A dividend period is the period from, and including, a dividend payment date to, but excluding, the next dividend payment date, except that the initial dividend period will commence on, and include, the original issue date of the Series G Preferred Stock. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series G Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series G Preferred Stock, parity stock, junior stock or other preferred stock are declared for any future dividend period. So long as any share of Series G Preferred Stock remains outstanding, (1) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any junior stock (other than a dividend payable solely in junior stock), (2) no shares of junior stock shall be repurchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than as a result of a reclassification of junior stock for or into other junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock) nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by us and (3) no shares of parity stock shall be repurchased, redeemed or otherwise acquired for consideration by us other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series G Preferred Stock and such parity stock except by conversion into or exchange for junior stock, during a dividend period, unless, in the case of each of clauses (1), (2) and (3) above, the full dividends for the then-current dividend period on all outstanding shares of Series G Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has been set aside. When dividends are not paid in full upon the shares of Series G Preferred Stock and any parity stock, all dividends declared upon shares of Series G Preferred Stock and any parity stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current dividend period per share on Series G Preferred Stock, and accrued dividends, including any accumulations, on any parity stock, bear to each other. S-6

9 Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise), as may be determined by our board of directors or a duly authorized committee of the board, may be declared and paid on our common stock and any other securities ranking junior to the Series G Preferred Stock from time to time out of any assets legally available for such payment, and the holders of the Series G Preferred Stock or parity stock shall not be entitled to participate in any such dividend. Dividends on the Series G Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines. Dividend payment dates Redemption Quarterly in arrears on the 1st day of March, June, September and December of each year, commencing on June 1, If any date on which dividends would otherwise be payable is not a business day, then the dividend payment date will be the next succeeding business day and no additional dividends will accrue in respect of any payment made on the next succeeding business day. On or after June 1, 2018, the Series G Preferred Stock may be redeemed at our option in whole, or in part, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series G Preferred Stock also may be redeemed at our option in whole, but not in part, prior to June 1, 2018 upon the occurrence of a regulatory capital treatment event, as described below under Description of Series G Preferred Stock Redemption, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Neither the holders of Series G Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series G Preferred Stock. Under the risk-based capital guidelines of the Board of Governors of the Federal Reserve System (the Federal Reserve ) applicable to bank holding companies, any redemption of the Series G Preferred Stock is, under current rules, subject to prior approval of the Federal Reserve. Liquidation rights Upon any voluntary or involuntary liquidation, dissolution or winding up of BB&T Corporation, holders of shares of Series G Preferred Stock are entitled to receive out of assets of BB&T Corporation available for distribution to shareholders, before any distribution of assets is made to holders of our common stock or of any other shares of our stock ranking junior as to such a distribution to the Series G Preferred Stock, a liquidating distribution in the amount of the liquidation preference of $25,000 per share (equivalent to $25 per depositary share) plus any declared and unpaid dividends, without S-7

10 accumulation of any undeclared dividends. Distributions will be made only to the extent of BB&T Corporation s assets that are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series G Preferred Stock (pro rata as to the Series G Preferred Stock and any other shares of our stock ranking equally as to such distribution). Voting rights Maturity Preemptive and conversion rights Listing Tax consequences Use of proceeds None, except with respect to authorizing or increasing the authorized amount of senior stock, certain changes in the terms of the Series G Preferred Stock, and upon our non-payment of the equivalent of six quarterly dividends (whether consecutive or not), the right, together with holders of any other series of our preferred stock ranking equally with the Series G Preferred Stock with similar voting rights, to elect a minimum of two directors. See Description of Series G Preferred Stock Voting Rights below. Holders of depositary shares must act through the depositary to exercise any voting rights, as described under Description of Depositary Shares Voting the Series G Preferred Stock below. The Series G Preferred Stock does not have a maturity date, and we are not required to redeem the Series G Preferred Stock. Accordingly, the Series G Preferred Stock will remain outstanding indefinitely, unless and until we decide to redeem it. None. We intend to apply for listing of the depositary shares on the NYSE under the symbol BBT PrG. If the application is approved, we expect trading of the depositary shares on the NYSE to commence within a 30-day period after the initial delivery of the depositary shares. For a discussion of the tax consequences relating to the Series G Preferred Stock, see Certain U.S. Federal Income Tax Considerations below. We intend to use the net proceeds from the sale of the depositary shares representing interests in the Series G Preferred Stock for general corporate purposes, which may include the acquisition of other companies, repurchasing outstanding shares of our common stock, repayment of maturing obligations and refinancing of outstanding indebtedness and extending credit to, or funding investments in, our subsidiaries. The precise amounts and timing of our use of the net proceeds will depend upon our and our subsidiaries funding requirements and the availability of other funds. Pending our use of the net proceeds from the sale of the depositary shares representing interests in the Series G Preferred Stock as described above, we will use the net proceeds to reduce our short-term indebtedness or for temporary investments. See Use of Proceeds below. S-8

11 Registrar and Depositary Conflicts of interest Computershare Trust Company, N.A. and Computershare Inc. Our affiliate, BB&T Capital Markets, a division of BB&T Securities, LLC, is a member of FINRA and is participating in the distribution of the depositary shares. The distribution arrangements for this offering comply with the requirements of FINRA Rule 5121, regarding a FINRA member firm s participation in the distribution of securities of an affiliate. In accordance with FINRA Rule 5121, no FINRA member firm that has a conflict of interest under FINRA Rule 5121 may make sales in this offering to any discretionary account without the prior approval of the customer. Our affiliates, including BB&T Capital Markets, a division of BB&T Securities, LLC, may use this prospectus supplement and the accompanying prospectus in connection with offers and sales of the depositary shares in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale. S-9

12 RISK FACTORS An investment in the depositary shares involves certain risks. You should carefully consider the risks described below and the risk factors and other information concerning our business included in our Annual Report on Form 10-K for the year ended December 31, 2012, as such may be amended or updated in other reports filed by us with the SEC, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of the depositary shares could decline due to any of these risks, and you may lose all or part of your investment. This prospectus supplement also contains or incorporates by reference forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus supplement and the accompanying prospectus. You are making an investment decision with regard to the depositary shares as well as the Series G Preferred Stock. As described in this prospectus supplement, we are issuing fractional interests in shares of Series G Preferred Stock in the form of depositary shares. Accordingly, the depositary will rely on the payments it receives on the Series G Preferred Stock to fund all payments on the depositary shares. You should carefully review the information in the accompanying prospectus and in this prospectus supplement regarding both of these securities. Our ability to pay dividends on the Series G Preferred Stock, and therefore your ability to receive distributions on the depositary shares, may be limited by federal regulatory considerations and the results of operations of our subsidiaries. We are a holding company that conducts substantially all of our operations through our banks and other subsidiaries. As a result, our ability to make dividend payments on the Series G Preferred Stock will depend primarily upon the receipt of dividends and other distributions from our subsidiaries. There are various regulatory restrictions on the ability of our banking subsidiaries to pay dividends or make other payments to us. Federal banking laws regulate the amount of dividends that may be paid by our banking subsidiaries without prior approval. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act ) requires federal banking agencies to establish more stringent risk-based capital guidelines and leverage limits applicable to banks and bank holding companies, and especially those institutions with consolidated assets equal to or greater than $50 billion. The Federal Reserve, FDIC and the Office of the Comptroller of the Currency ( OCC ) issued proposed rules (the Proposed Rules ) that would substantially revise the federal banking agencies current capital rules and implement the Basel Committee on Banking Supervision s December 2010 regulatory capital reforms, known as Basel III. The Proposed Rules set forth the proposed criteria for qualifying additional Tier 1 capital instruments consistent with Basel III, including the requirement that any dividends on such instruments only be paid out of the banking organization s net income and retained earnings. Such provisions could adversely affect our ability to pay dividends or may result in additional limitations on our ability to pay dividends on shares of the Series G Preferred Stock. Currently, Federal Reserve policy states that dividends should be paid from current earnings. The Federal Reserve and the FDIC have the authority over BB&T Corporation and Branch Bank, respectively, to require that dividends be paid only with these regulators prior approval, if the Federal Reserve or the FDIC deems it necessary to conserve capital at BB&T Corporation or Branch Bank. Additionally, our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary s liquidation or otherwise, and thus your ability as a holder of the depositary shares to benefit indirectly from such distribution, will be subject to the prior claims of creditors of that subsidiary, except to the S-10

13 extent that any of our claims as a creditor of such subsidiary may be recognized. As a result, the depositary shares will effectively be subordinated to all existing and future liabilities and obligations of our subsidiaries. At December 31, 2012, our subsidiaries direct borrowings and deposit liabilities that would effectively rank senior to the Series G Preferred Stock totaled approximately $155.1 billion. The Series G Preferred Stock is equity and is subordinate to our existing and future indebtedness. The shares of Series G Preferred Stock are our equity interests and do not constitute indebtedness. As such, the shares of Series G Preferred Stock, and the related depositary shares, will rank junior to all indebtedness and other non-equity claims on us with respect to assets available to satisfy claims on us, including in our liquidation. If we are forced to liquidate our assets to pay our creditors, we may not have sufficient funds to pay amounts due on any or all of the Series G Preferred Stock then outstanding. Our existing and future indebtedness may restrict payment of dividends on the Series G Preferred Stock. As of December 31, 2012, our indebtedness and obligations, on a consolidated basis, totaled approximately $162.6 billion. Additionally, unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of preferred stock such as the Series G Preferred Stock, (1) dividends are payable only if declared by our board of directors or a duly authorized committee of the board and (2) as a corporation, we are subject to restrictions on payments of dividends and redemption price out of lawfully available assets. Further, the Series G Preferred Stock places no restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions, subject only to the limited voting rights referred to below under Risk Factors Holders of Series G Preferred Stock and the related depositary shares will have limited voting rights. Also, as a bank holding company, our ability to declare and pay dividends is dependent on certain federal regulatory considerations. See the immediately preceding risk factor. We are not required to declare dividends on the Series G Preferred Stock, and dividends on the Series G Preferred Stock are non-cumulative. If we do not declare dividends on the Series G Preferred Stock, holders of depositary shares will not be entitled to receive related distributions on their depositary shares. Dividends on shares of the Series G Preferred Stock will not be mandatory. Holders of the Series G Preferred Stock, including the depositary, will only be entitled to receive dividends for any given dividend period if, when and as declared by our board of directors or a duly authorized committee of our board of directors out of legally available assets. Consequently, if our board of directors or a duly authorized committee of the board of directors does not authorize and declare a dividend for any dividend period, the depositary would not be entitled to receive any such dividend and no related distribution will be made on the depositary shares, and such unpaid dividend will not accrue or be payable for such dividend period. Dividends on the Series G Preferred Stock are non-cumulative. We will have no obligation to pay dividends for a dividend period after the dividend payment date for such period, and holders of depositary shares will not be entitled to receive any distribution with respect to such dividends, if our board of directors or a duly authorized committee of the board of directors has not declared such dividend before the related dividend payment date, whether or not dividends are declared for any subsequent dividend period with respect to the Series G Preferred Stock or any other series of our preferred stock. If we do not declare and pay dividends on the Series G Preferred Stock, you will not receive corresponding distributions on your depositary shares and the market price of your depositary shares may decline. Investors should not expect us to redeem the Series G Preferred Stock on the date it becomes redeemable or on any particular date after it becomes redeemable. The Series G Preferred Stock is a perpetual equity security. The Series G Preferred Stock has no maturity or mandatory redemption date and is not redeemable at the option of investors. By its terms, the Series G Preferred Stock may be redeemed at our option in whole, or in part, from time to time on or after June 1, The Series G Preferred Stock may also be redeemed at our option in whole, but not in part, prior to June 1, 2018 upon the occurrence of certain changes relating to the regulatory capital treatment of the Series G Preferred Stock, as described below under Description of Series G Preferred Stock Redemption. Any decision we may make at S-11

14 any time to propose a redemption of the Series G Preferred Stock will depend upon, among other things, our evaluation of our capital position, the composition of our shareholders equity and general market conditions at that time. Our right to redeem the Series G Preferred Stock is subject to an important limitation. Under the Federal Reserve s risk-based capital guidelines applicable to bank holding companies, any redemption of the Series G Preferred Stock is subject to prior approval of the Federal Reserve. There can be no assurance that the Federal Reserve will approve any redemption of the Series G Preferred Stock that we may propose. There also can be no assurance that, if we propose to redeem the Series G Preferred Stock without replacing the Series G Preferred Stock with Tier 1 capital that is not a restricted core capital element, the Federal Reserve will authorize such redemption. We understand that the factors that the Federal Reserve will consider in evaluating a proposed redemption, or a request that we be permitted to redeem the Series G Preferred Stock without replacing it with Tier 1 capital that is not a restricted core capital element, include its evaluation of the overall level and quality of our capital components, considered in light of our risk exposures, earnings and growth strategy, and other supervisory considerations, although the Federal Reserve may change these factors at any time. The Series G Preferred Stock may be redeemed at our option prior to June 1, 2018 upon the occurrence of a regulatory capital treatment event, which may occur as a result of changes to the capital rules being considered by the Federal Reserve. Although we believe that the Series G Preferred Stock will be Tier 1 capital for regulatory purposes, it is possible that the Series G Preferred Stock may not satisfy the proposed criteria for Tier 1 capital instruments consistent with Basel III set forth in any final rules adopted by the Federal Reserve. Therefore, in addition to other circumstances that may constitute a regulatory capital treatment event, as a result of the Federal Reserve revising and replacing its current capital rules with rules implementing Basel III, a regulatory capital treatment event could occur whereby we would have the right, subject to prior Federal Reserve approval, to redeem the Series G Preferred Stock in accordance with its terms prior to June 1, If we are deferring payments on our outstanding junior subordinated debt securities or are in default under the indentures governing those securities, we will be prohibited from making distributions on or redeeming the Series G Preferred Stock. The terms of our outstanding junior subordinated debt securities prohibit us from declaring or paying any dividends or distributions on the Series G Preferred Stock, or redeeming, purchasing, acquiring or making a liquidation payment with respect to any of our capital stock, including the Series G Preferred Stock, if we are aware of any event that would be an event of default under the indenture governing those junior subordinated debt securities or at any time when we have deferred interest thereunder. A downgrade, suspension or withdrawal of any rating assigned by a rating agency to us or our securities, including the depositary shares and the Series G Preferred Stock, could cause the liquidity or trading price of the depositary shares to decline significantly. Real or anticipated changes in the credit ratings assigned to the depositary shares, the Series G Preferred Stock or our credit ratings generally could affect the trading price of the depositary shares. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the financial services industry as a whole and may change their credit rating for us and our securities, including the Series G Preferred Stock and depositary shares, based on their overall view of our industry. On December 6, 2011, Standard & Poor s Rating Services ( S&P ) lowered its long-term issuer credit rating one notch on us and Branch Bank as part of its review of the ratings for a number of the largest financial institutions and the application of its new ratings criteria for banks, which were published by S&P on November 9, On March 18, 2013, S&P downgraded our rating outlook from stable to negative. S-12

15 A further downgrade, withdrawal, or the announcement of a possible downgrade or withdrawal in the ratings assigned to the depositary shares, the Series G Preferred Stock, us or our other securities, or any perceived decrease in our creditworthiness could cause the trading price of the depositary shares to decline significantly. The depositary shares may not have an active trading market. The Series G Preferred Stock and the related depositary shares are new issues with no established trading market. Although we intend to apply to list the depositary shares on the NYSE, there is no guarantee that we will be able to list the depositary shares. Even if the depositary shares are listed, there may be little or no secondary market for the depositary shares. Even if a secondary market for the depositary shares develops, it may not provide significant liquidity and transaction costs in any secondary market could be high. As a result, the difference between bid and asked prices in any secondary market could be substantial. Further, because the shares of Series G Preferred Stock do not have a stated maturity date, investors seeking liquidity in the depositary shares will be limited to selling their depositary shares in the secondary market. We do not expect that there will be any separate public trading market for the shares of the Series G Preferred Stock except as represented by the depositary shares. General market conditions and unpredictable factors could adversely affect market prices for the depositary shares representing interests in the Series G Preferred Stock. There can be no assurance about the market prices for the depositary shares representing interests in the Series G Preferred Stock. Several factors, many of which are beyond our control, will influence the market value of the depositary shares. Factors that might influence the market value of the depositary shares include: whether we skip or are likely to skip dividends on the Series G Preferred Stock from time to time; our creditworthiness, regulatory capital levels, operating performance, financial condition and prospects; the ratings of our securities provided by credit ratings agencies, including ratings on the Series G Preferred Stock and related depositary shares; our issuance of additional preferred equity; interest rates, generally, and expectations regarding changes in rates; developments in the credit, mortgage and housing markets, the markets for securities relating to mortgages or housing, and developments with respect to financial institutions generally; the market for similar bank holding company securities; and economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally. Accordingly, the depositary shares that an investor purchases, whether in the offering or in the secondary market, may trade at a discount to their cost, and their value will fluctuate. Holders of Series G Preferred Stock and the related depositary shares will have limited voting rights. Holders of the Series G Preferred Stock, and therefore holders of the depositary shares, have no voting rights with respect to matters that generally require the approval of voting shareholders. However, holders of the Series G Preferred Stock will have the right to vote as a class on certain fundamental matters that may affect the preference or special rights of the Series G Preferred Stock, as described under Description of Series G Preferred Stock Voting Rights below. In addition, if dividends on any shares of the Series G Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series G Preferred Stock as to payment of dividends with S-13

16 similar voting rights have not been declared or paid for the equivalent of six or more dividend payments, whether or not for consecutive dividend periods, holders of the outstanding shares of Series G Preferred Stock, together with holders of any other series of our preferred stock ranking equal with the Series G Preferred Stock with similar voting rights, will be entitled to vote for the election of two additional directors to our board of directors, subject to the terms and to the limited extent described under Description of Series G Preferred Stock Voting Rights below. Holders of depositary shares must act through the depositary to exercise any voting rights in respect of the Series G Preferred Stock. Holders of depositary shares may not be entitled to the dividends-received deduction. Distributions paid to corporate U.S. holders of the depositary shares may be eligible for the dividendsreceived deduction if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Although we presently have accumulated earnings and profits, we may not have sufficient current or accumulated earnings and profits during future fiscal years for the distributions on the Series G Preferred Stock (and related depositary shares) to qualify as dividends for U.S. federal income tax purposes. If any distributions on the Series G Preferred Stock (and related depositary shares) with respect to any fiscal year are not eligible for the dividends-received deduction because of insufficient current or accumulated earnings and profits, the market value of the depositary shares may decline. S-14